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ELRCDismissedCause No E903 of 2022· [2025] KEELRC 2341 (KLR)

Amunga v Capsule Limited t/a Flare (Cause E903 of 2022) [2025] KEELRC 2341 (KLR)

Employment and Labour Relations Court
30 July 2025
8,353 words in judgment
View original judgmentRead on Kenya Law Watch case
AI-assisted case brief
·~33 min to read original · ~4 min brief

The bottom line

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The Employment Court dismissed a Kshs. 59.7 million bonus claim, confirming Kenyan courts will not rewrite a written employment contract.

What this practically means

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Executive summary

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In this first-instance employment claim, the claimant, a former Business Development and Sales Executive of Capsule Limited (Flare), sued for general damages for breach of employment contract and Kshs. 59,730,111/- being unpaid bonuses, contending she was entitled to a 15% commission on sales generated on attaining five times her monthly salary, and that sales in the form of grants totalling Kshs. 398,200,740/- attracted the bonus. The respondent denied breach, maintained that the contract's bonus clause was pegged on minimum sales targets which the claimant never met in any quarter, and argued that grants are not sales: they are donor-awarded funds with prescribed budgets, no profit margin, and were secured by a team rather than the claimant alone. It further relied on a deed of variation of April 2022 that raised the claimant's monthly salary to Kshs. 250,000 for grant-related duties and did away with commission on sales, and on her amicable resignation letter of 20th July 2022. The court framed two issues: whether there was a breach of the employment contract, and whether the claimant was entitled to the remedies sought. Applying section 97 of the Evidence Act and the Court of Appeal's authority that courts cannot rewrite contracts, the court held that commission was payable only on sales, that the claimant confirmed in cross-examination that commission was on close of sales and not grants, and that she had no contract supporting a bonus on grants. It found no evidence of breach, dismissed the entire claim, and awarded costs to the respondent.

Key legal issues

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01

Whether there was a breach of the Claimant's Employment Contract

Holding

No breach. The contract provided for bonus on sales only; the claimant never met the minimum sales targets in any quarter, and the deed of variation removed commission on sales and increased her salary for grant-related work

Reasoning

Applying section 97 of the Evidence Act, the court confined itself to the written contract and deed of variation. The claimant admitted in cross-examination that commission was on close of sales and not grants, and that the deed of variation covered only monthly salary. Grants were team efforts, carried no profit margin and were not sales. No coercion, fraud or undue influence was pleaded, so the court could not rewrite the contract.

p. 15
02

Whether the Claimant is entitled to the remedies sought in the Claim

Holding

Not entitled; the claim was dismissed with costs to the respondent

Reasoning

Having found no breach, the court held that general damages and the withheld bonus claim of Kshs. 59,730,111 lacked merit. The claimant was paid her salary under the contract and deed of variation, had no claim for salary, and could not claim bonus on grants without a contractual basis. Citing National Bank of Kenya v Pipeplastic Samkolit and Nicholas Mbuya, bonus liability is confined to the parties' agreement.

p. 16

Legal principles established

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  • A court of law cannot rewrite a contract between the parties; parties are bound by their contract unless coercion, fraud or undue influence are pleaded and proved
  • Bonus disputes are governed exclusively by the agreement between the parties and must be construed within the meaning and intent accorded by the parties under their contract
  • Where contract terms have been reduced to writing, no evidence may be given of those terms except the document itself

Court orders

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  1. 1.The entire claim is dismissed with costs to the respondent

Authorities

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Legislation

  • Evidence Act, Cap 80 Laws of KenyaSection 97
  • Employment Act2007 (noted as not defining bonus payment)

Cases cited (4)

  • National Bank of Kenya Limited v Pipeplastic Samkolit (K) Ltd and another
    [2002] 2 EA 503 (CAK)
  • Nicholas Mbuya & 4 others v Alice Gesare Moninda
    [2015] eKLR
  • Pius Kimaiyo Langat v Co-operative Bank of Kenya Ltd
    [2017] eKLR
  • Five Forty Aviation Limited v Erwan Lanoe
    [2019] eKLR
Jurisdiction invoked
Employment and Labour Relations Court jurisdiction under the Employment and Labour Relations Court Act (implied; no express provision invoked)

Key timeline

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Practical implications

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Frequently asked questions

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Cite this brief

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Cite this brief

Caselaw, "Amunga v Capsule Limited t/a Flare (Cause E903 of 2022) [2025] KEELRC 2341 (KLR)", Case Analysis (2025). Cause No E903 of 2022. Source: https://new.kenyalaw.org/akn/ke/judgment/keelrc/2025/2341/eng@2025-07-30

Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.